What Is the Beneficial Ownership Information Reporting Rule?

Update (October 2026): Under FinCEN's interim final rule of March 26, 2025, made permanent by a final rule published and effective August 14, 2026, companies created in the United States and U.S. persons no longer have to report beneficial ownership information. Only certain foreign companies registered to do business in a U.S. state must still report, and they do not report U.S. persons or U.S. company applicants.

The Beneficial Ownership Information Reporting Rule is FinCEN's rule that carries out the Corporate Transparency Act (CTA). Here are its key elements as of October 2026:

• Reporting Requirements: Only foreign reporting companies must file. These are entities formed under foreign law that registered to do business in a U.S. state or tribal jurisdiction. U.S. corporations and LLCs are exempt.

• Definition of Beneficial Owners: An individual who owns or controls at least 25% of the ownership interests or exercises substantial control over the company.

• Information to Be Reported: For each foreign beneficial owner, the name, date of birth, address, and an identifying number from a passport or similar document. U.S. persons are not reported.

• Deadlines: A foreign company that registers in the U.S. has 30 calendar days after its registration takes effect to file its initial report.

• Goal of the Rule: To help law enforcement identify the people who own or control companies used for money laundering, fraud, and other financial crimes.

• Access to Information: Reports are kept in a confidential FinCEN database available to authorized government agencies and, in limited cases, financial institutions.

• Exemptions: All U.S. companies are exempt, along with the 23 categories of entities exempt under the original rule.

• Penalties for Non Compliance: Willful violations can bring civil penalties of up to $500 per day, adjusted for inflation, and criminal penalties of up to $10,000 and two years in prison. These apply only to companies that still have to report.

A business attorney can help a foreign company registered in Florida confirm whether it must file.

Sources: https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us , https://www.fincen.gov/news/news-releases/fincen-permanently-ends-beneficial-ownership-reporting-requirements-millions , https://www.fincen.gov/boi , https://www.fincen.gov/boi-faqs